UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 27, 2010
ENTEGRIS, INC.
(Exact name of registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
| 000-30789 | 41-1941551 | |
| (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 129 Concord Road, Billerica, MA | 01821 | |
| (Address of principal executive offices) | (Zip Code) |
(978) 436-6500
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition |
On April 27, 2010, the registrant issued a press release to announce results for the first quarter of 2010, ended April 3, 2010. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Press Release, dated April 27, 2010 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ENTEGRIS, INC. | ||||||
| Dated: April 27, 2010 | By | /S/ GREGORY B. GRAVES | ||||
| Gregory B. Graves, | ||||||
| Executive Vice President & Chief Financial Officer | ||||||
Exhibit 99.1
Entegris Reports Results For First Quarter
Quarterly Sequential Sales Growth of 10 Percent and Non-GAAP EPS of $0.15
BILLERICA, Mass., April 27, 2010 – Entegris, Inc. (Nasdaq: ENTG) today reported its financial results for the Company’s first quarter ended April 3, 2010.
The Company recorded first-quarter sales of $160.5 million and net income of $16.6 million, or $0.12 per diluted share. These results included amortization of intangible assets of $4.3 million. The Company reported sales of $59.0 million and a loss of $0.34 per share in the first quarter a year ago and sales of $146.3 million and net income of $0.08 per share in the fourth quarter of 2009.
Non-GAAP EPS in the first quarter of 2010 was $0.15 per diluted share, which compared to a non-GAAP loss per share of $0.26 in the first quarter a year ago. A reconciliation table of GAAP to non-GAAP earnings (loss) per share is contained in this press release.
Gideon Argov, president and chief executive officer, said: “Our first-quarter sales growth reflected continued positive trends in our core semiconductor markets. Utilization rates and production levels at our semiconductor fab customers remained at high levels, and capital spending in the industry continued to be robust.
“We were very pleased with our operating performance in the quarter, which reflects the positive impact of the structural cost reductions we put in place during the past year. Our manufacturing execution in the quarter was excellent and contributed to first-quarter operating margin of 16.5 percent of sales, excluding amortization. This is above our target model and well above what we would have achieved in previous quarters on comparable revenue,” Argov said.
In the first quarter, the Company generated $28 million in cash from operations, reduced its debt by $20.4 million, and ended the quarter with a cash balance of $22.1 million, net of debt.
Segment Information (table of results contained at the end of this release)
Contamination Control Solutions (CCS) sales in the first quarter increased 8 percent sequentially, primarily driven by sales of fluid-handling components and gas purification systems used in semiconductor and microelectronics manufacturing equipment. Demand for filtration products remained strong through the quarter.
First-quarter sales of Microenvironments (ME) product increased 10 percent from the fourth quarter, driven by sales of wafer process products for semiconductor wafers and data storage shippers.
Specialty Materials sales in the first quarter rose 23 percent sequentially, driven by a continued rebound in sales of specialty coated and graphite-based components used in semiconductor manufacturing. Sales of Specialty Materials products to markets other than the semiconductor industry improved modestly.
First-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the first quarter on Tuesday, April 27, 2010, at 10:00 a.m. Eastern Time. Participants should dial 1-888-297-8997 (domestic callers) or 1-719-325-2296 (for callers outside of the U.S.), referencing confirmation code #7005049. A webcast of the call can also be accessed from the investor relations section of Entegris’ website at www.entegris.com.
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ABOUT ENTEGRIS
Entegris is a leading provider of a wide range of products for purifying, protecting and transporting critical materials used in processing and manufacturing in the semiconductor and other high-tech industries. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.
NON-GAAP INFORMATION
The Company’s consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP). Adjusted EBITDA and Adjusted Operating Income together with related measures thereof, and non-GAAP EPS, are considered “Non-GAAP financial measures” under the rules and regulations of the SEC. These financial measures are provided as a complement to financial measures provided in accordance with GAAP. We provide non-GAAP financial measures in order to better assess and reflect operating performance. Management believes the non-GAAP measures help indicate our baseline performance before certain gains, losses or other charges that may not be indicative of our business or future outlook. We believe these non-GAAP measures will aid investors’ overall understanding of our results by providing a higher degree of transparency for certain expenses and providing a level of disclosure that will help investors understand how we plan and measure our business. The presentation of non-GAAP measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP. The calculations of Adjusted EBITDA margin, Adjusted Operating Income, and non-GAAP EPS are included elsewhere in this release.
Forward-Looking Statements
Certain information contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current management expectations only as of the date of this press release, and involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Statements that include such words as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “may,” “will,” “should” or the negative thereof and similar expressions as they relate to Entegris or our management are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks include, but are not limited to, fluctuations in the market price of Entegris’ stock, Entegris’ future operating results, other acquisition and investment opportunities available to Entegris, general business and market conditions and other factors. Additional information concerning these and other risk factors may be found in previous financial press releases issued by Entegris and Entegris’ periodic public filings with the Securities and Exchange Commission, including discussions appearing under the headings “Risks Relating to our Business and Industry,” “Risks Related to our Borrowings”, “Manufacturing Risks,” “International Risks,” and “Risks Related to Owning Our Securities” in Item 1A of our Annual Report on Form 10–K for the fiscal year ended December 31, 2009, as well as other matters and important factors disclosed previously and from time to time in the filings of Entegris with the U.S. Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update publicly any forward-looking statements contained herein.
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Entegris, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Three months ended | ||||||||||||
| April 3, 2010 | December 31, 2009 |
March 28, 2009 | ||||||||||
| Net sales |
$ | 160,511 | $ | 146,324 | $ | 59,038 | ||||||
| Cost of sales |
87,360 | 82,037 | 54,020 | |||||||||
| Gross profit |
73,151 | 64,287 | 5,018 | |||||||||
| Selling, general and administrative expenses |
35,782 | 32,420 | 29,721 | |||||||||
| Engineering, research and development expenses |
10,820 | 9,717 | 8,904 | |||||||||
| Amortization of intangible assets |
4,272 | 4,602 | 4,981 | |||||||||
| Restructuring charges |
— | 3,009 | 4,634 | |||||||||
| Operating income (loss) |
22,277 | 14,539 | (43,222 | ) | ||||||||
| Interest expense, net |
1,206 | 2,110 | 1,847 | |||||||||
| Other (income) expense, net |
(293 | ) | 1,316 | (5,222 | ) | |||||||
| Income (loss) before income taxes |
21,364 | 11,113 | (39,847 | ) | ||||||||
| Income tax expense (benefit) |
4,809 | 1,231 | (2,598 | ) | ||||||||
| Equity in net (earnings) loss of affiliates |
(191 | ) | (210 | ) | 496 | |||||||
| Net income (loss) |
16,746 | 10,092 | (37,745 | ) | ||||||||
| Net income (loss) attributable to noncontrolling interest |
196 | (32 | ) | — | ||||||||
| Net income (loss) attributable to Entegris, Inc. |
$ | 16,550 | $ | 10,124 | $ | (37,745 | ) | |||||
| Amounts attributable to Entegris, Inc.: |
||||||||||||
| Basic net income (loss) per common share: |
$ | 0.13 | $ | 0.08 | $ | (0.34 | ) | |||||
| Diluted net income (loss) per common share: |
$ | 0.12 | $ | 0.08 | $ | (0.34 | ) | |||||
| Weighted average shares outstanding: |
||||||||||||
| Basic |
130,954 | 129,953 | 112,348 | |||||||||
| Diluted |
132,783 | 131,887 | 112,348 | |||||||||
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Entegris, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands)
(Unaudited)
| April 3, 2010 | December 31, 2009 | |||||
| ASSETS |
||||||
| Cash and cash equivalents |
$ | 73,253 | $ | 68,700 | ||
| Accounts receivable, net |
103,269 | 91,122 | ||||
| Inventories |
88,689 | 83,233 | ||||
| Deferred tax assets, deferred tax charges and refundable income taxes |
10,992 | 11,085 | ||||
| Other current assets and assets held for sale |
14,091 | 13,318 | ||||
| Total current assets |
290,294 | 267,458 | ||||
| Property, plant and equipment, net |
131,923 | 135,431 | ||||
| Intangible assets |
74,018 | 78,470 | ||||
| Deferred tax assets – non-current |
10,393 | 9,670 | ||||
| Other assets |
13,328 | 13,643 | ||||
| Total assets |
$ | 519,956 | $ | 504,672 | ||
| LIABILITIES AND EQUITY |
||||||
| Current maturities of long-term debt |
$ | 10,931 | $ | 11,257 | ||
| Short-term borrowings |
3,816 | 8,039 | ||||
| Accounts payable |
30,472 | 23,553 | ||||
| Accrued liabilities |
35,422 | 29,832 | ||||
| Income tax payable and deferred tax liabilities |
5,655 | 1,229 | ||||
| Total current liabilities |
86,296 | 73,910 | ||||
| Long-term debt, less current maturities |
36,406 | 52,492 | ||||
| Other liabilities |
27,700 | 28,613 | ||||
| Equity |
369,554 | 349,657 | ||||
| Total liabilities and equity |
$ | 519,956 | $ | 504,672 | ||
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Entegris, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three months ended | ||||||||
| April 3, 2010 | March 28, 2009 | |||||||
| Operating activities: |
||||||||
| Net income (loss) |
$ | 16,746 | $ | (37,745 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
| Depreciation |
6,724 | 8,270 | ||||||
| Amortization |
4,272 | 4,981 | ||||||
| Stock-based compensation expense |
1,794 | 1,810 | ||||||
| Charge for fair value mark-up of acquired inventory |
— | 4,065 | ||||||
| Other |
(2,336 | ) | 4,564 | |||||
| Changes in operating assets and liabilities: |
||||||||
| Trade accounts receivable and notes receivable |
(12,612 | ) | 16,167 | |||||
| Inventories |
(5,035 | ) | 1,595 | |||||
| Accounts payable and accrued liabilities |
13,076 | (2,834 | ) | |||||
| Income taxes payable and refundable income taxes |
5,358 | (5,852 | ) | |||||
| Other |
36 | (4,565 | ) | |||||
| Net cash provided by (used in) operating activities |
28,023 | (9,544 | ) | |||||
| Investing activities: |
||||||||
| Acquisition of property and equipment |
(3,603 | ) | (7,940 | ) | ||||
| Other |
26 | 50 | ||||||
| Net cash used in investing activities |
(3,577 | ) | (7,890 | ) | ||||
| Financing activities: |
||||||||
| Payments and proceeds on short-term borrowings and long-term debt, net |
(20,427 | ) | 3,577 | |||||
| Issuance of common stock |
782 | 570 | ||||||
| Payments for debt issuance costs |
— | (3,464 | ) | |||||
| Net cash (used in) provided by financing activities |
(19,645 | ) | 683 | |||||
| Effect of exchange rate changes on cash |
(248 | ) | (2,832 | ) | ||||
| Increase (decrease) in cash and cash equivalents |
4,553 | (19,583 | ) | |||||
| Cash and cash equivalents at beginning of period |
68,700 | 115,033 | ||||||
| Cash and cash equivalents at end of period |
$ | 73,253 | $ | 95,450 | ||||
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Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
| Three Months Ended | ||||||||||||
| Net sales |
April 3, 2010 | December 31, 2009 |
March 28, 2009 | |||||||||
| Contamination Control Solutions |
$ | 100,742 | $ | 93,687 | $ | 34,287 | ||||||
| Microenvironments |
41,927 | 38,162 | 14,682 | |||||||||
| Specialty Materials |
17,842 | 14,475 | 10,069 | |||||||||
| Total net sales |
$ | 160,511 | $ | 146,324 | $ | 59,038 | ||||||
| Three Months Ended | ||||||||||||
| Segment profit (loss) |
April 3, 2010 | December 31, 2009 |
March 28, 2009 | |||||||||
| Contamination Control Solutions |
$ | 28,234 | $ | 23,127 | $ | (8,670 | ) | |||||
| Microenvironments |
8,980 | 8,898 | (10,195 | ) | ||||||||
| Specialty Materials |
2,342 | 1,985 | 617 | |||||||||
| Total segment profit (loss) |
39,556 | 34,010 | (18,248 | ) | ||||||||
| Amortization of intangibles, amortization of fair value mark-up of acquired inventory sold and restructuring charges |
(4,272 | ) | (8,048 | ) | (13,680 | ) | ||||||
| Unallocated expenses |
(13,007 | ) | (11,423 | ) | (11,294 | ) | ||||||
| Total operating income (loss) |
$ | 22,277 | $ | 14,539 | $ | (43,222 | ) | |||||
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Adjusted Operating Income (Loss) and Adjusted EBITDA
(In thousands)
(Unaudited)
| Three Months Ended | ||||||||||||
| April 3, 2010 | December 31, 2009 |
March 28, 2009 | ||||||||||
| Net sales |
$ | 160,511 | $ | 146,324 | $ | 59,038 | ||||||
| GAAP – Operating income (loss) |
$ | 22,277 | $ | 14,539 | $ | (43,222 | ) | |||||
| Restructuring charges |
— | 3,009 | 4,634 | |||||||||
| Charge for fair value mark-up of acquired inventory sold |
— | 437 | 4,065 | |||||||||
| Amortization of intangible assets |
4,272 | 4,602 | 4,981 | |||||||||
| Adjusted operating income (loss) |
26,549 | 22,587 | (29,542 | ) | ||||||||
| Depreciation |
6,724 | 7,262 | 8,270 | |||||||||
| Adjusted EBITDA |
$ | 33,273 | $ | 29,849 | $ | (21,272 | ) | |||||
| Adjusted operating margin |
16.5 | % | 15.4 | % | (50.0 | )% | ||||||
| Adjusted EBITDA – as a % of net sales |
20.7 | % | 20.4 | % | (36.0 | )% | ||||||
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Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Earnings (Loss) per Share
(In thousands)
(Unaudited)
| Three Months Ended | ||||||||||||
| April 3, 2010 | December 31, 2009 |
March 28, 2009 | ||||||||||
| GAAP net income (loss) attributable to the Company |
$ | 16,550 | $ | 10,124 | $ | (37,745 | ) | |||||
| Adjustments to net income (loss) attributable to the Company: |
||||||||||||
| Amortization of intangible assets |
4,272 | 4,602 | 4,981 | |||||||||
| Charge for fair value mark-up of acquired inventory sold |
— | 437 | 4,065 | |||||||||
| Impairment of equity investments |
— | 1,000 | — | |||||||||
| Tax effect of adjustments to net income (loss) attributable to the Company |
(1,567 | ) | (130 | ) | — | |||||||
| Non-GAAP net income (loss) attributable to the Company |
$ | 19,255 | $ | 16,033 | $ | (28,699 | ) | |||||
| Diluted earnings (loss) per common share: |
$ | 0.12 | $ | 0.08 | $ | (0.34 | ) | |||||
| Effect of adjustments to net income (loss) attributable to the Company |
0.02 | 0.04 | (0.08 | ) | ||||||||
| Diluted non-GAAP earnings (loss) per common share: |
$ | 0.15 | $ | 0.12 | $ | (0.26 | ) | |||||
### END ###
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